Simply Irrisistable
by thatnerdychic
Summary: what would have happened had Max not chickened out at the end of 3.1 Pen Pals, no niles/CC just Fran/Max. my first story so sorry if it sucks...


Pen pals extended

A/N this is what I thought would happen if max hadn't backed out on Fran after returning from the Russian tea room. Yea I know that the beginning of this thing is scripted with thoughts underneath, and that whole thought thing just kinda disappears after they kiss, but bear with me, I originally wrote the script part and thought it was great with the whole italicized thoughts running underneath, but I figured out that when I sit down to really write a whole piece, I can separate thoughts from background information and crap.. It just won't work. So sorry if I pissed you off with that, but I'm new to this.. So deal. Anyways, enjoy and Please comment and review!

[After CC and Niles return to their respective rooms/apartments, Fran and Max start talking]

Max: well I suppose when two people spend as much time together as those two, something like this is bound to happen.

_Pah! As if the whole world didn't see that one coming… there was so much tension built up between the two of them I'm surprised this hasn't happened sooner… I wonder if... no, me and Miss Fine can't have the same relationship as them. Granted, she looks irresistible in that dress tonight, she always looks irrisistable… _

Fran: yea I suppose its inevi…ta...ble…

_Oh god does he look dreamy! David my touchas! Of course Lenny saw me with Mr. Sheffield… he's the very definition of gorgeous! OH MY GOD….. he has that look in his eyes… he has that same look right before we kissed while rehearsing for that Romeo and Juliet play. Except now there's no script telling us to feel this way… it's all real. Does he want me? I know want him, but it all comes down to whether or not he's ready to make a move…_

Max: are you… are you thinking what I'm thinking?

_Oh god, why does she have to look at me with those big beautiful brown eyes, and those perfect, red, full lips… oh those lips, why does she have to be such a good kisser? Damn, this is agonizing! I swear if she doesn't pull away I'm going for it, I just have to kiss her, it's eating me up inside being this close to her and not being able to hold her..._

Fran: what are you thinking?

_Oh wow, this is... this is too much, if he doesn't kiss me soon, I'm gonna scream! How can anyone look that irresistible? Its go to be a crime! Ooh, ooh he's leaning in….._

Max: I'm thinking about…..

_Mmmmm oh damn I've got to… I've just got to do this…_

Max slowly leans down to kiss Fran lightly on the lips. She responds immediately and enthusiastically, pressing herself into him and opening her mouth to invite his tongue in. As they slowly explored each other's mouths, both can't help but notice just how intense their kiss is becoming.

After a minute or so of this, the need for air finally broke them apart, but only for a moment. As soon as their breath was caught, all other thoughts trailed away, leaving behind only the need for each other, and after the introduction that had just been given, there was nothing that could derail this next kiss. This time, however, it was different. There was madness to it almost. A burning fire that no amount of water could extinguish. It was enough to drive the both of them insane with desire, and within a matter of seconds, Max had Fran pinned against the wall, and was kissing her with such abandon that her knees started to give way.

Before she knew it herself, he had picked her up and carried her to the couch, lips still locked. "Mmm, Miss Fine… Fran." he murmured as he propped her against the couch and began exploring her neck with his mouth. "Max… please don't stop." She whispered back, tilting her head back so that he could get better access.

His hands started to move southward, and explored her curves. First framing her slight waist, and then slowly trailing down to rest on her hips, before slowly bringing them around behind her, until his hands rested securely on her backside. Just as Max was about to move even lower, Fran realized that if this encounter continued in the same manner, it would result in her having sex, on the couch, with her employer. But as much as she would like to entertain the notion, something told her that this was not how these things should happen. It shouldn't be so spontaneous, and the first name basis had to become a regular thing. So with as much strength as she could muster, Fran pulled back, and away from Max. He was the man of her dreams ever since they danced at the camp Kindervelt reunion, but they just weren't ready yet.

"Wait, wait… this isn't the way this should happen." Fran rationalized as a very turned on Max gazed up at her, with both longing and confusion lingering in his expression before the realization of the nights events caught up with him.

"Yes, Miss Fine... err… Fran, I hate to admit, you're probably right." Max replied with a sigh. As much as he wanted to be with Fran, his more cautious side was beginning to creep out again, and try as he might, it could not be suppressed.

Fran looked at him, and felt a sudden wave of sadness wash over her as she watched Maxwell Sheffield shrink back into his shell. So she did the only think she could think of, she backtracked.

"Of course, I'm not saying that I don't WANT it to happen, because believe me, that is sooo not it. I just feel like if we're going to do it, it can't be on the living room couch. Besides, we haven't even gone out on one date yet! Let's not get ahead of ourselves." She glanced up at Max hopefully, and was disparaged by the look of sheer confusion shadowing his features.

Max felt as though he had been hit in the head. Upon hearing Fran's all too carefully chosen words about needing to wait before letting something as serious as this happen, all he could do was stare at her, shell shocked and confused, as a stream of emotions came pouring in. Mainly he pondered on whether or not she actually meant what she had said, about wanting it too, while his cautious side presented the all too befuddling argument of whether or not HE wanted it. Sure, there was still the all too demanding part of his brain that yearned simply to hold her, to touch her, be near her even. But was that really him thinking those thoughts? Or was it all of the alcohol and lusciously intoxicating perfume she had him inhaling all night long. Could he be sure his emotions were true?

Suddenly Max knew. This was no illusion, no trick to the brain. He wanted her, and she wanted him. The answer was simple, they were in love. Well, at least, he was in love, but he had a pretty good feeling she loved him too. His reasoning was quite simple. True, he had a fair amount of liquor tonight, but he hadn't been so totally intoxicated every other day. All of those days when he was thinking the exact same thoughts as tonight and wishing, hoping, that she thought them too, he had just been too frightened to act on them. This yearning had actually started some time ago, when she had said the exact same words he was thinking just now to him, right before undergoing a tonsillectomy years before. Besides, the same voice of reason that had procured the argument leading him to this realization was also the voice that told him she would feel the same way. So all that was left was to tell her how he felt.

After watching Max's confused expression for a view moments, she was relieved to find that it was changing once again. This time, however, his expression was that of thoughtfulness, and, Could it be? One of love as well? "Max?" she inquired hesitantly. "Mr. Sheffield?" when no answer came she resigned herself to the fact that she would just have to wait out his silence, and sighed deeply. It was this very sigh that shook Max of his reverie and into his plan of action.

Max saw her frow burrow as Fran called his name, first calling him Max, which pleased him to no end, then by Mr. Sheffield, which made him kick himself for failing to respond yet again. Only when he heard her sigh, that beautiful sigh, even though it was one of desolation, did he finally find the courage to take action. Looking down at her delicate features, he slowly brought his hand down to cup her cheek, watching her reaction turn from desolate to that of amazed, and he slowly brought his lips to meet hers in just the softest kiss. Although he wasn't sure how she would react, he was pleased when she didn't deepen the kiss, and just let it be. Marveling in the strength and fragility of that one simple display of affection, he couldn't help but smile through it all.

Fran could hardly believe what had happened. Just as all it looked like all hope was lost, Max had kissed her! and not the usual I can't get enough, struggling to push the boundaries between them type kiss, but one that simply stated, 'there's no rush, and there's going be time for plenty more.' After the kiss had finally run its course, Fran leaned against his chest and sighed contently, relieved to find that Max was not backing down.

As Max stared down at the woman so gracefully perched on his chest, he thought of what to say next. Should he ease her into it, or just spit it out? But when he saw her look back up at him, smiling, he suddenly knew just how to tell her. He slowly brought his arms around her making a full circle before gently resting pressing his forehead to hers. He leaned down to kiss her, and right before their lips met, he whispered "I love you, Fran."

As their lips met, Fran's whole world seemed to fall apart, only to be brought back together again by the man she loves, Maxwell Sheffield. Just those three simple words had sent her tumbling into a state of shock, quickly replaced by that of joy, which she tried to show in the ensuing kiss. He was her world, her sun, her moon, and all of the stars in her sky. He was probably aware of that by now. But just in case he was still unsure if she returned his feelings, she decided to spell it out for him.

As their kiss finally broke apart, she looked up at Max, and suddenly, her voice refused to cooperate. Just looking at him, knowing he loved her too, was enough to shut her brain off. When she finally gathered her wits, she managed to reply in a small voice "I love you too Maxwell" before burrowing into his chest, where she would fall asleep that night…

**Tada! Please rate and review, if you guys think I should add, I will. Just a thought but the next chapter could be they fall asleep on the couch and the kids find them in the morning, leaving some explaining to do. Not very good, I know, but hey, if you guys have any other ideas then please share! But just in case I forget, or you guys don't want it to get picked back up, I tried to leave you guys with a sense of finality. So please, fans and haters, please don't be shy, criticism is what I live for… just please try to make it constructive. :]**

**thatnerdychic**


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